INTERNET CONSULTING SERVICES AGREEMENT
This Agreement is made between Xxxxx Xxxxxxx, having his
principal place of business at 0000 Xxxxx Xxx Xxxxxx Xxxxx,
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, and also maintaining an office at
0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000
(hereinafter, the "Consultant") and Betting, Inc., a Missouri
corporation, having its principal place of business at 00000
Xxxxxxxxxx Xxxxxx, Xxxxx 00, Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000
(hereinafter, the "Client").
WHEREAS, the Consultant has knowledge and expertise in many
areas including development of sites on the World Wide Web portions
of the Internet and information about publicly traded companies, the
use of the media known as the Internet, and the evaluation of
company operations, as well as the coordination of and compatibility
between several aspects and/or division or same or related web sites
and the underlying companies involved; Consultant has and is willing
or provide his services to the Client on the terms and subject to
the conditions set forth below;
WHEREAS, the Client is a publicly held corporation with its
common stock trading on the OTC Bulletin Board and desires to
further develop its business and to combine its business through a
joint venture or similar transaction with another like or similarly
related OTC Bulletin Board company. The intention of the Client is
to take advantage of the vast opportunities available on the
Internet and to make its name and business better known to the
financial and "on-line" communities. Client desires to engage
Consultant and Consultant desires to be engaged by Client, to
provide Internet and internet related services to the Client on the
terms and subject to the conditions set forth in a writing yet to be
mutually furnished by both the Client and the Consultant.
NOW, THEREFORE, in consideration for the introduction to a
realistic, substantial, and business compatible joint venture
partner by Consultant and upon signing of a joint venture agreement
between the companies, Client agrees as follows:
1. Client agrees to pay Consultant two hundred fifty thousand
(250,000) shares of S-8 free trading common shares of stock in the
company Betting, Inc. Shares are due and payable immediately upon
completion and/or signing of this Agreement.
2. Proprietary Rights of Client.
As between Client and Consultant, "Client Content" shall
remain the sole and exclusive property of Client, or of the joint
venture resulting from Consultant's introductions, including,
without limitation, all copyrights, trademarks, patents, trade
secrets, and any other proprietary rights. Nothing in this
Agreement shall be construed to grant Consultant any ownership
right in, or license to, the "Client Content," except as may
otherwise to provided for in this Agreement.
Each party agrees that during the course of this Agreement,
information that is confidential or proprietary may be disclosed to
the other party, including, but not limited to, software, technical
processes and formulas, source codes, product designs, sales, cost
and other unpublished financial information, product and business
plans, advertising revenues, usage rates, advertising relationships,
projections, and marketing data ("Confidential Information").
Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the
receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party , or (d) is
subsequently learned from a third party not under a confidentiality
obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within five (5) days
of the date of the applicable Consultant invoice. If Client fails
to pay any fees within five (5) days from the date due, late charges
of 1 1/2% per month will also become payable by Client to
Consultant. In addition, failure of Client to finally pay any fees
within twenty (20) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension of
the performance of the "Services" provided and/or invoiced by
Consultant, will be sufficient cause for immediate termination of
this Agreement by Consultant. Any such suspension will in no way
relieve Client from payment of past due fees plus interest and in
event of collection enforcement, Client shall be liable for any
costs associated with such collection, including, but not limited
to, legal costs, attorneys' fees, courts costs, and collection
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is true,
(ii) would constitute a breach of any of Client's representations,
warranties, or agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client, or any Client Content to
be provided by Client and does not violate any rights of third
parties, including, without limitation, rights of publicity,
privacy, patents, copyrights, trademarks, trade secrets, and/or
Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand, cause
of action, debt or liability, including reasonable attorneys' fees,
to the extent that such an action arises out of the gross negligence
or willful misconduct of Consultant.
In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnifies party
may, at its expense, assist o the defense it is so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
further provided that any settlement intended to bind the
indemnified party shall not be final without the indemnified party's
written consent, which shall not be unreasonably withheld.
7. Limitation of Liability.
Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not exceed
fifty percent (50%) of the fee paid by Client to Consultant for the
specific service provided that is in question.
8. Termination and Renewal.
This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter
(the "Initial Term"), unless otherwise agreed upon by Consultant and
Client. This Agreement shall automatically be renewed beyond the
Initial Term for additional one (1) year terms (hereinafter, a
"Renewal Term") unless Client and Consultant mutually agree to some
Either party may terminate this Agreement if done so, in
writing within thirty (30) calendar days prior to such action, or if
the other party materially braces any of its representations,
warranties or obligations under this Agreement. Such breach will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement and shall be subject to such damages as may
be allowed by law including all attorneys' fees and costs of
enforcing the terms of this Agreement.
8.3 Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective date
of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
9.1 Entire Agreement.
Client represents to have read this Agreement and accepts all
the terms and conditions herein. Client agrees to be bound by the
terms hereof and also agrees that this is the complete and exclusive
agreement by and between Client and Consultant and supercedes all
prior or contemporaneous understandings or agreements, written or
oral, regarding such subject matter. This Agreement is binding on
all successors and/or assigns of the parties.
9.2 Independent Contractor.
This Agreement establishes and "independent contractor"
relationship between Consultant and Client.
Client shall not assign, without the prior written consent of
Consultant, its rights, duties or obligation under this Agreement to
any person or entity, in whole or in part, whether by assignment,
merger, transfer of assets, sale of stock, or otherwise, and any
attempt to do so shall be deemed a material breach of this
Nothing contained herein shall be deemed to require the Client
to take any action contrary to its Certificate of Incorporation or
Bylaws and shall be enforceable under the laws of the State of
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on this
date, appearing next to their signatures.
By: /s/ Xxxxxx X. Xxxxxx Date: May 3, 1998
Xxxxxx X. Xxxxxx, Chairman
and Chief Executive Officer
/s/ Xxxxx Xxxxxxx Date: May 2, 1998